Interpretation

In these terms and conditions of business ('the Terms') the following expressions shall have the following meanings:

“Booking Form”

means the booking form to which these Terms are appended, form part, or on which the Terms are printed.

“Business”

the business carried on by the Company of providing recruitment facilitation services in the oil and gas, mining, rail, construction and utility industries (as applicable) to prospective candidates, recruitment agencies and employers.

“Client”

means any person, firm or company for whom the Company provides the Services and/or any person, firm or company to whom the Company is requested to submit an invoice for the Services, or who otherwise pays for the Services and the party signing the Booking Form confirms their authority to sign on behalf of all such entities.

means the charges communicated by the Company to the Client as referred to on the Booking Form.

“Competition”

providing services equivalent to the Services provided by the Business.

“Connected Person”

a person connected to the Client within the meaning of section 839 of the Income and Corporation Taxes Act 1988.

“Content”

means any information, data, database, text, graphics, links or computer code published on or contained within the Website.

“Contract”

means the contract between the Company and the Client for the provision of the Services upon and subject to these Terms.

“Database”

the Company’s database of candidate details.

“Material”

means any information, data, text, graphics, links or computer code which the Client publishes on the Website or supplies to the Company for publishing on the Website or transmission to a third party.

“Services”

means the services to be provided by the Company to the Client as referred to on the Booking Form.

“Website”

means the website or websites as specified on the Booking Form. For the avoidance of doubt these may include www.oilandgasjobsearch.com (OGJS), www.miningjobsearch.com (MJS), www.construction-jobsearch.com (CJS), www.utilityjobsearch.com (UJS), www.railjobsearch.com (RJS) and/or any website operated, maintained or designed by the Company by which it provides the Services.

1.2

In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.

1.3

These Terms constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing by a director or other authorised officer of the Company. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. The Company reserves the right to review and revise these Terms at any time and without prior notice at its sole discretion.

2

Supply of the Services

2.1

The Company shall provide the Services to the Client subject to these Terms and the Terms are deemed to be accepted by the Client when he completes, signs and returns the Booking Form to the Company. The Company reserves the right to make changes to the Services at any time without prior notice.

3

Operation of the Website

3.1

The Company will use its reasonable endeavours to operate the Website. The Company will not be liable if the Client cannot access the Website or because of the failure, suspension or withdrawal of all or part of the Content. The Company may change or suspend the operation of the Website or any part of its Content at its sole discretion at any time.

4

Ownership

4.1

All the Content on the Website is either the copyright of or licensed to the Company. The Company and its licensors retain proprietary rights to the Content and reserve all rights in relation to the same. No portion or part of the Content or Website may be reproduced in any form or by any means without the prior written consent of the Company.

4.2

No rights to or property in the Website will pass to the Client at any time.

4.3

The name Oilandgasjobsearch, Miningjobsearch, Constructionjobsearch, Utilityjobsearch and Railjobsearch and the relevant Company logos and all related service names and slogans are the trade names, service marks or trade marks of the Company and may not be used without the Company's prior written consent.

4.4

Where the Client supplies its logo for publication on the Website, the Company accepts no liability for errors or omissions in the reproduction of the logo or of its misuse by third parties.

5

Obligations of the Client

5.1

Clients are permitted to reproduce hard copy prints or to download part of the Content as expressly authorised by the Company for the Client's own use in accordance with these Terms but otherwise shall not copy, duplicate or in any way reproduce the Website or any part thereof or any of the Content or knowingly permit the same without the Company's and/or the respective copyright owner's prior written consent. In particular, but without limitation, the Client must not automate the removal of any information from the Website.

5.2

Content published on the Website is for information purposes only and it is the responsibility of the Client to identify and confirm the accuracy and suitability of the Content for whatever purpose the Client requires or wishes to use the Content.

5.3

The Client is solely responsible for the accuracy, legality, currency and compliance of the Material and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein, including, but are not limited to:

5.3.1

civil and criminal offences of copyright and trademark infringement; or

5.3.2

obscene, indecent or pornographic material; or

5.3.3

any material which is of a defamatory, offensive, abusive or menacing character or which causes annoyance, inconvenience or needless anxiety to any other person; or

5.3.4

any material in breach of the Data Protection Act 1998 or any later statute dealing with data protection (or similar legislation in any other country) or of any material which is confidential or is a trade secret.

5.4

The Company retains the right to review, edit or delete at its sole discretion any Material which the Company deems to be illegal, offensive or otherwise inappropriate.

5.5

Each Client is solely responsible for maintaining the confidentiality of its unique logon ID and for ensuring that it does not, directly or indirectly, allow any third party to use that logon ID. The Company reserves the right to use monitoring software to check whether logon ID’s are being used by any unauthorised third party. If the Company establishes that the Client has been allowing an unauthorised third party to use its logon ID, it shall be entitled to terminate the Contract immediately without any liability to the Client (including, without limitation, any liability to refund to the Client any charges which it has paid in advance).

5.6

Agreements may specify a number of users, offices or geographical areas. In these cases each Client is solely responsible for ensuring the terms of the agreement as stated on the booking form are adhered to. If the Company establishes that the Client has been allowing an unauthorised area of its business to use its logon ID, it shall be entitled to terminate the Contract immediately without any liability to the Client (including, without limitation, any liability to refund to the Client any charges which it has paid in advance).

5.7

Clients are prohibited from extracting candidate information in bulk either manually or by the use of scraping software for any purpose including, without limitation, building up their own candidate database or for marketing purposes such as sending out unsolicited emails to candidates. The Company reserves the right to use monitoring software to assess if this is being carried out. If the Company establishes that the Client has been extracting candidate information in bulk, it shall be entitled to terminate the Contract immediately without any liability to the Client (including, without limitation, any liability to refund to the Client any charges which it has paid in advance).

5.8

The Client shall comply with the Data Protection Act 1998 and all other applicable data protection legislation in relation to the use, processing, disclosure or transfer of candidate data.

6

Charges

6.1

Subject to any special terms agreed, the Client shall pay the Company's Charges and any additional sums which are agreed between the Company and the Client for the provision of the Services.

6.2

All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

6.3

The Company's Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of the Company's invoice unless otherwise agreed between the Company and Client.

6.4

If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4% above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.

6.5

All sums payable by the Client shall be paid in pounds sterling unless otherwise agreed in writing by a duly authorised representative of the Company.

6.6

Refunds are not permitted by the Company.

7

Liability and indemnity

7.1

The Company accepts no liability for the completeness or accuracy of any Content available on the Website. All conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising therefrom are excluded to the fullest extent permissible by law.

7.2

Except in respect of death or personal injury caused by the Company's negligence or as expressly provided in these Terms, the Company shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under these Terms for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Website or its use by the Client.

7.3

The Company expressly excludes all responsibility and shall not be liable in respect of material which may be accessed through hypertext or other computer links from the Website.

7.4

The Client agrees to indemnity and keep indemnified the Company, their employees and agents from and against any and all liability, damages, losses, claims (including legal fees) resulting in any way from its use of the Website, the Content and from any Material or from any breach of these Terms.

7.5

The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the charges payable to the Company hereunder and shall accept risk and/or insure accordingly.

8

Restriction of Access to the Database

8.1

The Company reserves the right to prohibit access to the Database where the Client or any Connected Person enters into a business concern which is in Competition.

8.2

Where the Client or any Connected Person enters into a business concern which is in Competition, the Company shall be entitled to withhold the Services to the Client for the entire duration that the Client or such Connected Person is in Competition.

8.3

If the Client or any Connected Person enters into Competition, it shall immediately deliver to the Company any manually held records and confirm that it has destroyed or otherwise erased all information it has in its possession relating to or obtained from the Database.

8.4

The Client shall make no use of any information it has in its possession (i.e. information which is non-erasable) or had in its possession relating to the Database for the entire duration that the Client or any Connected Person is in Competition.

8.5

The restriction in this clause is in respect of the Database only and the Client may continue to upload its own Material unless the Company or the Client exercises its right under clause 8.6.

8.6

In the event that the Company exercises its rights under this clause 8 to prohibit access to the Database and/or to withhold the Services, the Company and Client shall each have the right to terminate the Contract forthwith without penalty. If the Company terminates the Contract in accordance with this clause, it shall have no obligation to refund to the Client any charges which the Client has paid in advance.

9

Duration and Termination

9.1

Subject to clauses 5.5, 5.7, 8.6, 9.2 and 9.3 the Contract shall subsist for the period referred to on the Booking Form.

9.2

The Company shall be entitled to terminate the Contract forthwith by written notice to the Client in the event that in the sole discretion of the Company the conduct of the Client is likely to cause damage to the goodwill name or reputation of the Company.

9.3

The Company may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the Client if the Client commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 21 days after being required by written notice to do so, or if the Client goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

10

Terms Applying to Leadstream

The following terms and conditions shall also apply if Client purchases the Leadstream product.

10.1

Client agrees to purchase sales leads obtained by Company through the Website (the “Leads”).

10.2

Company will deliver Leads to Client through a client portal, available at www.oilandgasjobsearch.com/leadstream (the “Client Portal”). Company shall provide Client with log-in information to the Client Portal upon the execution of this Agreement. Leads will be delivered to the Client Portal within 24 hours of the Lead’s generation.

10.3

Client shall not be obligated to pay for Invalid Leads. A lead may be "Invalid” for any of the following reasons: fraudulent data, missing data fields, duplicates (duplicative of Company-provided leads only; leads that are duplicative of those acquired from other lead sources are not invalid). Company, in its sole discretion will determine whether or not a lead is considered an Invalid Lead.

10.4

Client represents and warrants: (i) any Leads received by Company will be used solely to market Client’s products or services via email and/or phone; (ii) any Leads received by Client will not be re-sold, transferred, sublicensed or assigned by Client, or used in any manner other than as described herein by Client, both during and after the term of this Agreement; (iii) it will abide at all times by all applicable laws, rules, orders, proclamations, ordinances or regulations, including laws and regulations governing direct marketing (e.g., email, telemarketing, fax), consumer protection and privacy; (iv) all advertisements sent to Leads will be free of any malicious code, malware, adware, spyware, or potentially harmful software functionality; and (v) it has the right to publish the contents of advertisements sent to Leads, without infringement of any third party rights, including without limitation copyright and other intellectual property rights.

10.5

Client agrees to indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Client's breach of this Section 10.

11

Miscellaneous

11.1

Any notice required or permitted to be given by the Client to the Company under these Terms shall be in writing addressed to the Company at its registered office or principal place of business. Any notice required or permitted to be given by the Company to the Client under these Terms shall be in writing addressed to the Client at its address supplied on its registration form.

11.2

No failure or delay by either party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.3

If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

11.4

These Terms shall be governed by and construed in accordance with the laws of England.